RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2022

RELATED PARTY TRANSACTIONS [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On May 11, 2021, the Prior Sponsor purchased 7,187,500 Class B ordinary shares of the Company (the “Founder Shares”), including an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ overallotment was not exercised in full or in part, for an aggregate purchase price of $25,000, which covered deferred offering costs paid directly by the Prior Sponsor. Upon the completion of the Initial Public Offering on December 13, 2021, the underwriters fully exercised their over-allotment option and therefore 937,500 Founder Shares are no longer subject to forfeiture. On December 8, 2021, the Prior Sponsor transferred 12,500 Class B ordinary shares to each of the Company’s independent directors and, on June 8, 2022, it transferred its remaining 7,150,000 Class B ordinary shares to the Sponsor.

The Sponsor has agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (i) one year after the completion of a Business Combination, and (ii) subsequent to the Business Combination, (A) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Administrative Services Agreement

The Company is party to an agreement to pay the Sponsor a total of up to $5,000 per month for business and administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees, to the extent they have been incurred. For the three and nine months ended September 30, 2022, the Company incurred $15,000 and $45,000 in administrative support services, respectively, resulting in $45,000 due to related party as of September 30, 2022.

Promissory Note —Related Party

On May 13, 2021, the Prior Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The Note was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the Initial Public Offering. The Company borrowed a total of $275,000 under the Note during 2021, of which $122,000 was borrowed during the period from May 6, 2021 (inception) through September 30, 2021, and, on December 13, 2021, the Company repaid $275,000 using proceeds from the Initial Public Offering to pay off the borrowings outstanding under the Note.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers may enter into agreements to loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would be repaid upon consummation of a Business Combination, without interest.

On September 9, 2022, the Company entered into a Working Capital Loan with the Sponsor in the form of a promissory note (the “2022 Note”). Pursuant to the 2022 Note, the Company may borrow from the Sponsor, from time to time, up to an aggregate of $1,500,000. Borrowings under the 2022 Note will not bear interest. The 2022 Note will mature on the earlier to occur of (i) the effective date of our Business Combination or (ii) the date that the winding up of the Company becomes effective. The 2022 Note contains customary events of default, including those relating to our failure to repay the principal amount due upon maturity of the 2022 Note and certain bankruptcy events. On September 1, 2022, the Company drew $561,996 under the 2022 Note, the proceeds of which were used to settle outstanding invoices from various service providers. As of September 30, 2022, $561,996 was outstanding under the 2022 Note.